What changed in this filing

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Item 1. Financial Statements

2026-03-27 compared with 2025-09-29 · 188 added, 252 removed, 333 unchanged (57% of the section changed)

3 unchanged sentences

(in millions, except per share data)

Three Months Ended August 31, Nine Months Ended

2025 2024 2025 2024

Three Months Ended February 28,

Passenger ticket $ 4,023 $ 3,832

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Payroll and related 684 640

Fuel 451 515 1,384 1,546

Food 398 393 1,124 1,099

Other operating 986 858

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Other income (expense), net ( 47 ) 12

Income Before Income Taxes 1,857 1,743 2,368 1,626

Income (Loss) Before Income Taxes 280 ( 68 )

Income tax expense, net ( 17 ) ( 7 )

Net Income $ 1,852 $ 1,735 $ 2,338 $ 1,613

Net Income (Loss) 263 ( 75 )

net income attributable to noncontrolling interest 4 4

Net Income (Loss) attributable to Carnival Corporation & plc $ 258 $ ( 78 )

Earnings Per Share

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The accompanying notes are an integral part of these consolidated financial statements.

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CARNIVAL CORPORATION & PLC

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(in millions)

Three Months Ended August 31, Nine Months Ended

2025 2024 2025 2024

Net Income $ 1,852 $ 1,735 $ 2,338 $ 1,613

Three Months Ended February 28,

Net Income (Loss) $ 263 $ ( 75 )

Items Included in Other Comprehensive Income (Loss)

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Total Comprehensive Income (Loss) 335 ( 86 )

comprehensive income attributable to noncontrolling interest 4 4

Comprehensive Income (Loss) attributable to Carnival Corporation & plc $ 331 $ ( 90 )

The accompanying notes are an integral part of these consolidated financial statements.

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CARNIVAL CORPORATION & PLC

37 unchanged sentences

( 8,210 ) ( 8,364 )

Total shareholders’ equity attributable to Carnival Corporation & plc 13,031 12,270

Noncontrolling interest 18 14

Total shareholders’ equity 13,049 12,284

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The accompanying notes are an integral part of these consolidated financial statements.

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CARNIVAL CORPORATION & PLC

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(in millions)

Nine Months Ended

Three Months Ended

OPERATING ACTIVITIES

Net income $ 2,338 $ 1,613

Adjustments to reconcile net income to net cash provided by (used in) operating activities

Net income (loss) $ 263 $ ( 75 )

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities

Depreciation and amortization 696 654

Impairments — 2

Loss on debt extinguishment — 249

(Income) loss from equity-method investments ( 5 ) ( 3 )

Share-based compensation 28 18

1 unchanged sentence

Non-cash lease expense 42 37

Gain on sales of ships ( 103 ) ( 8 )

Greenhouse gas regulatory expense 15 6

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Customer deposits 585 503

Net cash provided by (used in) operating activities 4,700 5,012

Net cash provided by operating activities 1,263 925

INVESTING ACTIVITIES

Purchases of property and equipment ( 566 ) ( 607 )

Proceeds from sales of ships and other 312 16

Proceeds from sales of ships and other property and equipment 3 11

Advances to affiliates ( 37 ) ( 9 )

Net cash provided by (used in) investing activities ( 1,815 ) ( 3,961 )

Net cash used in investing activities ( 597 ) ( 605 )

FINANCING ACTIVITIES

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Proceeds from issuance of long-term debt — 2,980

Net cash provided by (used in) financing activities ( 2,355 ) ( 1,953 )

Dividends paid ( 208 ) —

Other ( 9 ) ( 1 )

Net cash used in financing activities ( 1,166 ) ( 690 )

Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 2 ) ( 6 )

3 unchanged sentences

The accompanying notes are an integral part of these consolidated financial statements.

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CARNIVAL CORPORATION & PLC

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earnings AOCI Treasury

stock Total shareholders’ equity

At May 31, 2025 $ 13 $ 361 $ 17,208 $ 2,543 $ ( 1,753 ) $ ( 8,364 ) $ 10,007

Net income — — — 1,852 — — 1,852

Other comprehensive income (loss) — — — — 39 — 39

Share-based compensation and other — — 31 — — — 31

At August 31, 2025 $ 13 $ 361 $ 17,238 $ 4,395 $ ( 1,715 ) $ ( 8,364 ) $ 11,928

At May 31, 2024 $ 13 $ 361 $ 16,701 $ 62 $ ( 1,919 ) $ ( 8,404 ) $ 6,814

Net income — — — 1,735 — — 1,735

Other comprehensive income (loss) — — — — 26 — 26

Share-based compensation and other — — 22 — — — 22

At August 31, 2024 $ 13 $ 361 $ 16,723 $ 1,798 $ ( 1,894 ) $ ( 8,404 ) $ 8,597

Nine Months Ended

stock Ordinary

shares Additional

capital Retained

earnings AOCI Treasury

stock Total shareholders’ equity

stock Non-controlling interest Total shareholders’ equity

At November 30, 2025 $ 13 $ 361 $ 17,253 $ 4,817 $ ( 1,810 ) $ ( 8,364 ) $ 14 $ 12,284

Net income — — — 2,338 — — 2,338

Net income (loss) — — — 258 — — 4 263

Other comprehensive income (loss) — — — — 72 — — 72

Cash dividends ($ 0.15 per share)

— — — ( 208 ) — — — ( 208 )

Conversion of Convertible Notes 1 — 617 — — — — 618

Issuance of treasury shares for vested share-based awards — — ( 30 ) ( 135 ) — 165 — —

Share-based compensation and other 0 0 31 0 — ( 11 ) — 20

At August 31, 2025 $ 13 $ 361 $ 17,238 $ 4,395 $ ( 1,715 ) $ ( 8,364 ) $ 11,928

At February 28, 2026 $ 14 $ 361 $ 17,871 $ 4,733 $ ( 1,738 ) $ ( 8,210 ) $ 18 $ 13,049

At November 30, 2024 $ 13 $ 361 $ 17,150 $ 2,101 $ ( 1,975 ) $ ( 8,404 ) $ 6 $ 9,251

Net income — — — 1,613 — — 1,613

Net income (loss) — — — ( 78 ) — — 4 ( 75 )

Other comprehensive income (loss) — — — — ( 12 ) — — ( 12 )

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Share-based compensation and other 0 0 21 0 — ( 4 ) — 17

At August 31, 2024 $ 13 $ 361 $ 16,723 $ 1,798 $ ( 1,894 ) $ ( 8,404 ) $ 8,597

At February 28, 2025 $ 13 $ 361 $ 17,171 $ 1,991 $ ( 1,986 ) $ ( 8,376 ) $ 9 $ 9,182

The accompanying notes are an integral part of these consolidated financial statements.

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CARNIVAL CORPORATION & PLC

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Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted as permitted by such Securities and Exchange Commission rules and regulations.

The preparation of our interim consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported and disclosed.

The preparation of our interim consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed.

We have made reasonable estimates and judgments of such items within our financial statements and there may be changes to those estimates in future periods.

Our operations are seasonal and results for interim periods are not necessarily indicative of the results for the entire year.

Our interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes included in the Carnival Corporation & plc 2024 joint Annual Report on Form 10-K (“Form 10-K”) filed with the U.S.

Securities and Exchange Commission (“SEC”) on January 27, 2025.

For 2024, we reclassified $ 33 million from other to greenhouse gas regulatory expense and $ 43 million from other to advances to affiliates in the Consolidated Statements of Cash Flows to conform to the current year presentation.

Brand Realignment

In March 2025, we sunset the P&O Cruises (Australia) brand and folded its operations into Carnival Cruise Line.

Our interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes included in the Carnival Corporation & plc 2025 joint Annual Report on Form 10-K filed with the U.S.

Securities and Exchange Commission (“SEC”) on January 27, 2026 (“Form 10-K”).

For 2025, we reclassified certain immaterial amounts within both operating activities and investing activities in the Consolidated Statements of Cash Flows to conform to the current year presentation.

We also reclassified certain immaterial amounts in the Consolidated Statements of Income (Loss), Consolidated Statements of Comprehensive Income (Loss), Consolidated Balance Sheets, Consolidated Statements of Cash Flows and Consolidated Statements of Shareholders’ Equity in order to separately present amounts attributable to noncontrolling interests primarily associated with our subsidiaries that operate Isla Tropicale and Amber Cove.

Property and Equipment

We review estimated useful lives and residual values of our ships for reasonableness whenever events or circumstances indicate a revision is warranted.

In December 2025, we completed such review considering the period over which we expect to operate our ships and our long-term plans.

As a result, we determined our ships’ depreciable lives would be extended to 35 years.

In connection with the increase in estimated useful life, we reduced our estimated residual value of each ship to be 5 % of our original ship cost for LNG powered ships and a range of salvage values under $ 25 million for all other ships, depending on the class and tonnage of the ship.

This revision did not have a material impact on our financial statements and has been applied prospectively beginning December 1, 2025.

Accounting Pronouncements

In November 2023, the FASB issued guidance, Segment Reporting - Improvements to Reportable Segment Disclosures .

This guidance requires annual and interim disclosure of significant segment expenses that are provided to the chief operating decision maker (“CODM”) as well as interim disclosures for all reportable segments’ measure of profit or loss and assets.

This guidance also requires disclosure of the title and position of the CODM and an explanation of how the CODM uses the reported measure of segment profit or loss in assessing segment performance and deciding how to allocate resources.

This guidance is effective for us for annual periods beginning in 2025 and interim periods beginning in 2026.

While this guidance will not have an effect on our Consolidated Statements of Income (Loss) or Consolidated Balance Sheets , it will affect certain segment reporting disclosures.

In December 2023, the FASB issued guidance, Income Taxes - Improvements to Income Tax Disclosures .

In December 2023, the Financial Accounting Standards Board (“FASB”) issued guidance, Income Taxes - Improvements to Income Tax Disclosures .

This guidance requires disaggregation of rate reconciliation categories and income taxes paid by jurisdiction, as well as other amendments relating to income tax disclosures.

This guidance is required to be adopted by us in 2026.

We are currently evaluating the impact this guidance will have on our consolidated financial statements.

In November 2024, the FASB issued guidance, Debt - Debt with Conversion and Other Options - Induced Conversions of Convertible Debt Instruments .

This guidance clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as induced conversions or extinguishments.

This guidance is required to be adopted by us in 2027.

We are currently evaluating the impact this guidance will have on our consolidated financial statements.

This guidance is required to be adopted by us for our fiscal 2026 annual financial statements.

We are evaluating the impact this guidance may have on our consolidated financial statements.

In November 2024, the FASB issued guidance, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures - Disaggregation of Income Statement Expenses .

This guidance requires annual and interim disclosure of disaggregated information for certain costs and expenses.

This guidance is required to be adopted by us in 2028.

We are currently evaluating the impact this guidance will have on our consolidated financial statements.

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This guidance is required to be adopted by us beginning with our fiscal 2028 annual financial statements and fiscal 2029 interim periods.

We are evaluating the impact this guidance may have on our consolidated financial statements.

In July 2025, the FASB issued guidance, Financial Instruments - Credit Losses - Measurement of Credit Losses for Accounts Receivable and Contract Assets.

This guidance provides a practical expedient permitting an entity to assume that conditions at the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current accounts receivable and current contract assets accounted for under Revenue from Contracts with Customers .

This guidance is required to be adopted by us in 2027.

We are currently evaluating the impact this guidance will have on our consolidated financial statements.

This guidance is required to be adopted by us in the first quarter of 2027.

We are evaluating the impact this guidance may have on our consolidated financial statements.

In September 2025, the FASB issued guidance, Intangibles - Goodwill and Other - Internal-Use Software - Targeted Improvements to the Accounting for Internal-Use Software .

This guidance removes references to software development stages.

Entities will be required to start capitalizing software costs when (i) management has authorized and committed to funding the software project, and (ii) it is probable the project will be completed and the software will be used as intended.

This guidance is required to be adopted by us in the first quarter of 2029.

We are evaluating the impact this guidance may have on our consolidated financial statements.

NOTE 2 – Revenue and Expense Recognition

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Guest cancellation fees, when applicable, are recognized in Passenger ticket revenues at the time of cancellation.

Our sales to guests of air and other transportation to and from airports near the home ports of our ships are included in passenger ticket revenues, and the related expenses of these services are included in prepaid expenses and other when paid prior to the start of a voyage and are subsequently recognized in transportation expenses at the time of revenue recognition.

The cost of prepaid air and other transportation expenses at August 31, 2025 and November 30, 2024 were $ 206 million and $ 219 million.

Our sales to guests of air and other transportation to and from airports near the home ports of our ships are included in Passenger ticket revenues.

The related expenses of these services are included in Prepaid expenses and other when paid prior to the start of a voyage and are subsequently recognized in Commissions, transportation and other expenses at the time of revenue recognition.

We had prepaid air and other transportation expenses of $ 221 million as of February 28, 2026 and $ 233 million as of November 30, 2025.

The proceeds that we collect from the sales of third-party shore excursions are included in Onboard and other revenues and the related expenses are included in Onboard and other expenses.

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Revenues and expenses from our hotel and transportation operations, which are included in our Tour and Other segment, are recognized at the time the services are performed.

Revenues by Country

Revenue by country, which are based on where our guests are sourced, were as follows:

Three Months Ended

(in millions) 2026 2025

United States $ 3,293 $ 3,185

Germany 821 683

United Kingdom 778 670

Other (a) 1,274 1,272

$ 6,165 $ 5,810

(a) No other individual country’s revenue exceeded 10% for the three months ended February 28, 2026 and 2025.

Customer Deposits

Our payment terms generally require an initial deposit to confirm a reservation, with the balance due prior to the commencement of the voyage.

Our payment terms generally require an initial deposit to confirm a reservation, with the balance due prior to the voyage.

We also offer our guests the opportunity to make advance purchases of certain onboard and other services.

Cash received from guests in advance of the cruise is recorded in Customer deposits and in Other long-term liabilities on our Consolidated Balance Sheets.

These amounts include refundable deposits.

We had total customer deposits of $ 7.1 billion as of August 31, 2025 and $ 6.8 billion as of November 30, 2024.

During the nine months ended August 31, 2025 and 2024, we recognized revenues of $ 5.8 billion and $ 5.1 billion related to our customer deposits as of November 30, 2024 and 2023.

We had total customer deposits of $ 7.9 billion as of February 28, 2026 and $ 7.2 billion as of November 30, 2025.

Our customer deposits balance changes due to the seasonal nature of cash collections, which typically results from higher ticket prices and occupancy levels during the third quarter, the recognition of revenue, refunds of customer deposits and foreign currency changes.

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These receivables are included within Trade and other receivables, net and are less allowances for expected credit losses.

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Contract Costs

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We record these amounts within Prepaid expenses and other and subsequently recognize these amounts as Commissions, transportation and other at the time of revenue recognition or at the time of voyage cancellation.

We had incremental costs of obtaining contracts with customers recognized as assets of $ 339 million as of August 31, 2025 and $ 336 million as of November 30, 2024 .

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We had incremental costs of obtaining contracts with customers recognized as assets of $ 393 million as of February 28, 2026 and $ 363 million as of November 30, 2025 .

NOTE 3 – Debt

August 31, November 30,

February 28, November 30,

(in millions) Maturity Rate (a) 2026 2025

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Notes Aug 2029 7.00 % 500 500

Floating rate (b) Aug 2027 - Oct 2028 SOFR + 2.00 % (c)

Total Secured Subsidiary Guaranteed 3,098 3,098

Senior Priority Subsidiary Guaranteed

Notes (b) May 2028 10.38 % — 2,030

Unsecured Subsidiary Guaranteed

Notes (b) Mar 2026 7.63 % — 1,351

Notes (b) Mar 2027 5.75 % — 2,722

Convertible Notes Dec 2027 5.75 % 1,131 1,131

Convertible Notes Dec 2025 (b) 5.75 % — 1,131

Notes May 2029 5.13 % 1,250 1,250

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Notes Mar 2030 5.75 % 1,000 1,000

Notes (b) Jun 2030 10.50 % — 1,000

Notes Jun 2031 5.88 % 1,000 1,000

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Notes Feb 2033 6.13 % 2,000 2,000

EUR floating rate (d) Apr 2025 EURIBOR + 3.25 %

Floating rate Aug 2027 SOFR + 1.13 %

Floating rate Aug 2027 - Nov 2027 SOFR + 1.13 % - 1.38 %

Export Credit Facilities

Floating rate Dec 2031 SOFR + 1.20 % (e)

Floating rate Dec 2031 SOFR + 1.20 % (c)

Fixed rate Aug 2027 - Dec 2032 2.42 - 3.38 %

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EUR Notes Oct 2029 1.00 % 708 696

EUR floating rate (d) Apr 2029 EURIBOR + 1.95 %

EUR floating rate Apr 2029 EURIBOR + 1.95 %

Total Unsecured (No Subsidiary Guarantee) 1,262 1,244

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Long-Term Debt $ 23,788 $ 24,037

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(a) The reference rates, together with any applicable credit adjustment spread, for all of our floating rate debt have a 0.00 % floor.

(b) See “Debt Prepayments” below.

Se e “Repricing of Senior Secured Term Loans” below.

(d) In April 2025, the euro floating rate loan agreement was amended to increase the principal amount by $ 112 million , extend its maturity from April 2025 to April 2029, amend the loan’s margin from 3.25 % to 1.95 % and remove the subsidiary guarantee .

(e) Includes applicable credit adjustment spread.

As of August 31, 2025, all of our outstanding debt is issued or guaranteed by substantially the same entities with the exception of the $ 1.1 billion of export credit facilities of Sun Princess Limited and Sun Princess II Limited (“Sun Princess II”), which do not guarantee our other outstanding debt.

As of August 31, 2025, the scheduled maturities of our debt are as follows:

(b) See “Convertible Notes” below.

As of February 28, 2026, all of our outstanding debt is issued or guaranteed by substantially the same entities with the exception of the $ 1.8 billion of export credit facilities of Sun Princess Limited and Sun Princess II Limited, which do not guarantee our other outstanding debt.

As of February 28, 2026, the scheduled maturities of our debt are as follows:

(in millions)

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Revolving Facility

In June 2025, Carnival Corporation and Carnival plc entered into a $ 4.5 billion unsecured multi-currency revolving credit facility (“Revolving Facility”).

The Revolving Facility replaced the $ 1.9 billion, € 0.9 billion and £ 0.1 billion multi-currency revolving credit facility of Carnival Holdings (Bermuda) II Limited, a subsidiary of Carnival Corporation.

The Revolving Facility contains an accordion feature allowing up to $ 1.0 billion of additional revolving commitments.

We may borrow or utilize available amounts under the Revolving Facility through its maturity in June 2030, subject to the satisfaction of the conditions in the facility.

Borrowings under the Revolving Facility bear interest at a rate of term SOFR, EURIBOR, or daily compounding SONIA, as applicable, plus a margin based on the credit ratings of Carnival Corporation.

In addition, we are required to pay certain fees on the aggregate commitments under the Revolving Facility.

As of August 31, 2025 we had $ 4.5 billion available for borrowings under the Revolving Facility.

Repricing of Senior Secured Term Loans

In January 2025, we entered into amendments with the lender syndicate to reprice the outstanding principal amounts of our first-priority senior secured term loan facility maturing in 2027 and our first-priority senior secured term loan facility maturing in 2028 (“Repriced Loans”), which were included within the total Secured Subsidiary Guaranteed Loans balance in the debt table above.

In July 2025, the Repriced Loans were prepaid.

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Debt Issuances and Borrowings

During 2025, we issued the following senior unsecured notes:

• $ 1.0 billion of 5.75 % senior unsecured notes due 2030

• $ 1.0 billion of 5.88 % senior unsecured notes due 2031

• $ 1.2 billion of 4.13 % senior unsecured euro notes due 2031

• $ 3.0 billion of 5.75 % senior unsecured notes due 2032

• $ 2.0 billion of 6.13 % senior unsecured notes due 2033

Additionally, we borrowed $ 0.4 billion under an unsecured term loan facility maturing in 2027.

The term loan bears interest at a rate per annum equal to SOFR plus 1.13 %.

Debt Prepayments

During 2025, we used proceeds from debt issuances and borrowings, together with cash on hand, to prepay the following debt instruments:

• First-priority senior secured term loan facilities maturing in 2027 and 2028

• 10.50 % senior unsecured notes due 2030

• 10.38 % senior priority notes due 2028

• 7.63 % senior unsecured notes due 2026

• 5.75 % senior unsecured notes due 2027

The aggregate amount of these prepayments was $ 9.6 billion.

Debt Extinguishment and Modification Costs

During the three and nine months ended August 31, 2025, we recognized a total of $ 111 million and $ 366 million of debt extinguishment and modification costs, including $ 45 million and $ 241 million of premium paid on redemption, within our Consolidated Statements of Income (Loss) as a result of the above transactions.

Export Credit Facility Borrowings

Our export credit facilities are due in semi-annual installments through 2037.

As of August 31, 2025, we had $ 8.7 billion of undrawn export credit facilities to fund ship deliveries planned through 2033.

As of August 31, 2025, the net book value of our ships subject to negative pledges pursuant to export credit facilities was $ 18.2 billion.

In September 2025, Sun Princess II borrowed $ 0.8 billion under an export credit facility due in semi-annual installments through 2037.

As of February 28, 2026 we had $ 4.5 billion available for borrowings under the Revolving Facility.

We may borrow or utilize available amounts under the Revolving Facility through June 2030, subject to the satisfaction of the conditions in the facility.

Export Credit Facilities

As of February 28, 2026, we had $ 10.9 billion of undrawn export credit facilities to fund ship deliveries planned through 2033.

As of February 28, 2026, the net book value of our ships subject to negative pledges was $ 19.4 billion.

Collateral Pool

As of August 31, 2025, the net book value of our ships and ship improvements, excluding ships under construction, is $ 39.7 billion.

Our secured debt is secured on a first-priority basis by certain collateral, which includes ships and certain assets related to those ships and material intellectual property (combined net book value of approximately $ 22.7 billion, including $ 21.0 billion related to ships and certain assets related to those ships as of August 31, 2025) and certain other assets.

As of February 28, 2026, the net book value of our ships and ship improvements, excluding ships under construction, is $ 40.7 billion.

Our secured debt is secured on a first-priority basis by certain collateral, which includes ships and certain assets related to those ships and material intellectual property (combined net book value of approximately $ 22.5 billion, including $ 20.8 billion related to ships and certain assets related to those ships as of February 28, 2026) and certain other assets.

Convertible Notes

In September 2025, we issued a notice of redemption for the entire outstanding principal amount of the 5.75 % convertible senior notes due 2027, to be redeemed on December 5th, 2025.

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In December 2025, we settled $ 1.1 billion principal amount of the 2027 Convertible Notes, resulting in the issuance of 69.1 million shares of Carnival Corporation common stock and a cash payment of $ 500 million.

Covenant Compliance

As of August 31, 2025, the most restrictive covenants for our Revolving Facility, unsecured loans and export credit facilities include the following:

• Maintain minimum interest coverage (adjusted EBITDA to consolidated net interest charges, as defined in the agreements) at a ratio of not less than 2.5 to 1.0 for the August 31, 2025 and November 30, 2025 testing dates, and at a ratio of not less than 3.0 to 1.0 for the February 28, 2026 testing date onwards and as applicable through their respective maturity dates

• For our unsecured euro floating rate loan and export credit facilities, maintain minimum issued capital and consolidated reserves (as defined in the agreements) of $ 5.0 billion

As of February 28, 2026, the most restrictive covenants for our Revolving Facility, unsecured loans and export credit facilities include the following:

• Maintain minimum interest coverage (adjusted EBITDA to consolidated net interest charges, as defined in the agreements) at a ratio of not less than 3.0 to 1.0

• Maintain minimum issued capital and consolidated reserves (as defined in the agreements) of $ 5.0 billion

• Limit our debt to capital (as defined in the agreements) percentage to a percentage not to exceed 65 %

• For our export credit facilities, maintain minimum liquidity of $ 1.5 billion

• Maintain minimum liquidity of $ 1.5 billion

• Limit the amounts of our secured assets as well as secured and other indebtedness

At August 31, 2025 , we were in compliance with the applicable covenants under our debt agreements.

At February 28, 2026 , we were in compliance with the applicable covenants under our debt agreements.

Generally, if an event of default under any debt agreement occurs, then, pursuant to cross-default and/or cross-acceleration clauses therein, substantially all of our outstanding debt could become due, and our debt could be terminated.

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On March 6, 2025, Havana Docks filed a petition for certiorari with the Supreme Court of the United States and we responded.

Following resolution of that petition, the case will be remanded to the District Court for further proceedings.

On October 3, 2025, the Supreme Court accepted review of the case and heard arguments on February 23, 2026.

We believe the ultimate outcome of this matter will not have a material impact on our consolidated financial statements.

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As of August 31, 2025, two purported class actions brought against us by former guests in the Federal Court in Australia and in Italy remain pending, as previously disclosed.

As of February 28, 2026, two purported class actions brought against us by former guests in the Federal Court in Australia and in Italy remain pending, as previously disclosed.

These actions include claims based on a variety of theories, including negligence, gross negligence and failure to warn, physical injuries and severe emotional distress associated with being exposed to and/or contracting COVID-19 onboard our ships.

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We have incurred legal and other costs in connection with cyber incidents that have impacted us.

The penalties and settlements paid in connection with cyber incidents over the last three years were not material.

The costs associated with cyber incidents over the last three years were not material.

While past incidents did not have a material adverse effect on our business, results of operations, financial position or liquidity, no assurances can be given about the future and we may be subject to future attacks, incidents or litigation that could have such a material adverse effect.

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We believe the ultimate outcome will not have a material impact on our consolidated financial statements.

Under the European Union Treaty, certain economic benefits that are provided to us under Italian law are subject to approval on a periodic basis by the European Commission.

In May 2025, these economic benefits were approved through December 31, 2033.

Other Contingent Obligations

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Although the agreements vary, these requirements may generally be satisfied either through a withheld percentage of customer payments or providing cash funds directly to the credit card processor.

As of February 28, 2026 and November 30, 2025, we were not required to maintain any reserve funds or compensating deposits.

Ship Commitments

As of August 31, 2025, our new ship growth capital commitments were $ 0.9 billion for the remainder of 2025 and $ 0.5 billion, $ 1.6 billion, $ 1.5 billion, $ 1.8 billion and $ 6.5 billion for the years ending November 30, 2026, 2027, 2028, 2029 and thereafter.

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NOTE 5 – Fair Value Measurements, Derivative Instruments and Hedging Activities and Financial Risks

As of February 28, 2026, our new ship growth capital commitments were $ 0.5 billion for the remainder of 2026 and $ 1.6 billion, $ 1.5 billion, $ 1.9 billion, $ 1.7 billion and $ 4.9 billion for the years ending November 30, 2027, 2028, 2029, 2030 and thereafter.

NOTE 5 – Fair Value Measurements and Financial Risks

Fair Value Measurements

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Financial Instruments that are not Measured at Fair Value on a Recurring Basis

August 31, 2025 November 30, 2024

February 28, 2026 November 30, 2025

Value Fair Value Carrying

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Total $ 26,004 $ — $ 26,026 $ — $ 27,383 $ — $ 28,308 $ —

(a) The debt amounts above do not include the impact of interest rate swaps or debt issuance costs and discounts.

(a) The debt amounts above do not include the impact of debt issuance costs and discounts.

The fair values of our publicly-traded notes were based on their unadjusted quoted market prices in markets that are not sufficiently active to be Level 1 and, accordingly, are considered Level 2.

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Financial Instruments that are Measured at Fair Value on a Recurring Basis

August 31, 2025 November 30, 2024

(in millions) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3

Cash equivalents (a) $ 1,307 $ — $ — $ 404 $ — $ —

Derivative financial instruments — — — — 2 —

Total $ 1,307 $ — $ — $ 404 $ 2 $ —

Derivative financial instruments $ — $ — $ — $ — $ 4 $ —

Total $ — $ — $ — $ — $ 4 $ —

(a) Consists of money market funds and cash investments with original maturities of less than 90 days.

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Cash equivalents consisting of money market funds and cash investments with original maturities of less than 90 days were $ 0.9 billion as of February 28, 2026 and $ 1.4 billion as of November 30, 2025 .

These cash equivalents are considered Level 1 instruments.

Nonfinancial Instruments that are Measured at Fair Value on a Nonrecurring Basis

Valuation of Goodwill and Trademarks

As of July 31, 2025, we performed our annual impairment reviews and determined there was no impairment for goodwill or trademarks.

As of August 31, 2025 and November 30, 2024 , goodwill for our North America segment was $ 579 million.

As of February 28, 2026 and November 30, 2025 , goodwill for our North America segment was $ 579 million.

(in millions) North America

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Exchange movements — 4 4

August 31, 2025 $ 927 $ 252 $ 1,180

Derivative Instruments and Hedging Activities

(in millions) Balance Sheet Location August 31, 2025 November 30, 2024

Derivative assets

Derivatives designated as hedging instruments

Interest rate swaps (a) Prepaid expenses and other $ — $ 2

Total derivative assets $ — $ 2

Derivative liabilities

Derivatives designated as hedging instruments

Interest rate swaps (a) Other long-term liabilities $ — $ 4

Total derivative liabilities $ — $ 4

(a) As of November 30, 2024, w e had interest rate swaps whereby we receive floating interest rate payments in exchange for making fixed interest rate payments.

The SOFR-based interest rate swap agreements were designated as cash flow hedges and effectively changed $ 1.0 billion of SOFR-based floating rate debt to fixed rate debt.

The SOFR-based interest rate swaps were terminated in July 2025.

The EURIBOR-based interest rate swap was not designated as a cash flow hedge and effectively changed $ 11 million of EURIBOR-based floating rate euro debt to fixed rate euro debt.

The EURIBOR-based interest rate swap matured in March 2025.

The effect of our derivatives qualifying and designated as hedging instruments recognized in other comprehensive income (loss) and in net income was as follows:

Three Months Ended

Nine Months Ended

(in millions) 2025 2024 2025 2024

Gains (losses) recognized in AOCI:

Interest rate swaps – cash flow hedges $ — $ ( 33 ) $ ( 1 ) $ ( 1 )

(Gains) losses reclassified from AOCI – cash flow hedges:

Interest rate swaps – Interest expense, net of capitalized interest $ 21 $ ( 5 ) $ 25 $ ( 25 )

Foreign currency zero cost collars – Depreciation and amortization $ — $ — $ 3 $ ( 1 )

Gains (losses) recognized on derivative instruments (amount excluded from effectiveness testing – net investment hedges)

Cross currency swaps – Interest expense, net of capitalized interest

$ — $ — $ — $ 2

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The amount of gains and losses on derivatives not designated as hedging instruments recognized in earnings during the three and nine months ended August 31, 2025 and estimated cash flow hedges’ unrealized gains and losses that are expected to be reclassified to earnings in the next twelve months are not material.

February 28, 2026 $ 927 $ 253 $ 1,180

Financial Risks

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Our shipbuilding contracts are typically denominated in euros.

At August 31, 2025, our newbuild currency exchange rate risk relates to euro-denominated newbuild contract payments for non-euro functional currency brands.

The cost of shipbuilding orders that we may place in the future that are denominated in a different currency than our cruise brands’ functional currency will be affected by foreign currency exchange rate fluctuations.

At February 28, 2026, our newbuild currency exchange rate risk relates to euro-denominated newbuild contract payments for non-euro functional currency cruise lines.

The cost of shipbuilding orders that we may place in the future that are denominated in a different currency than the functional currency of the cruise line will be affected by foreign currency exchange rate fluctuations.

These foreign currency exchange rate fluctuations may affect our decision to order new cruise ships.

We have in the past and may in the future utilize derivative financial instruments, such as foreign currency derivatives, to manage our exposure to newbuild currency risks.

Our decisions to hedge non-functional currency ship commitments for our cruise brands are made on a case-by-case basis, considering the amount and duration of the exposure, market volatility, economic trends, our overall expected net cash flows by currency and other offsetting risks.

Our decisions to hedge non-functional currency ship commitments for our cruise lines are made on a case-by-case basis, considering the amount and duration of the exposure, market volatility, economic trends, our overall expected net cash flows by currency and other offsetting risks.

Interest Rate Risks

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We evaluate our debt portfolio to determine whether to make periodic adjustments to the mix of fixed and floating rate debt through the use of interest rate swaps, refinancing of existing debt and the issuance of new debt.

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Concentrations of Credit Risk

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• Generally requiring collateral and/or guarantees to support notes receivable on significant asset sales and new ship progress payments to shipyards

We also monitor the creditworthiness of travel agencies and tour operators and credit and debit card providers to which we extend credit in the normal course of our business.

We also monitor the creditworthiness of travel agencies, tour operators and credit and debit card providers to which we extend credit in the normal course of our business.

Our credit exposure also includes contingent obligations related to cash payments received directly by travel agents and tour operators for cash collected by them on cruise sales in certain European countries where we are obligated to honor our guests’ cruise payments made by them to their travel agents and tour operators regardless of whether we have received these payments.

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NOTE 6 – Segment Information

The chief operating decision maker, who is the Chief Executive Officer of Carnival Corporation and Carnival plc assesses performance and makes decisions to allocate resources for Carnival Corporation & plc based upon review of the results across all of our segments.

The chief operating decision maker (“CODM”), who is the Chief Executive Officer of Carnival Corporation and Carnival plc assesses performance and makes decisions to allocate resources for Carnival Corporation & plc based upon review of the results across all of our segments.

The operating segments within each of our reportable segments have been aggregated based on the similarity of their economic and other characteristics, including geographic guest sourcing.

Our four reportable segments are comprised of (1) North America cruise operations (“North America”), (2) Europe cruise operations (“Europe”), (3) Cruise Support and (4) Tour and Other.

Our Cruise Support segment includes our portfolio of leading port destinations and exclusive islands as well as other services, all of which are operated for the benefit of our cruise brands.

Our Cruise Support segment includes our portfolio of leading port destinations and exclusive islands as well as other services, all of which are operated for the benefit of our cruise lines.

Our Tour and Other segment represents the hotel and transportation operations of Holland America Princess Alaska Tours and other operations.

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Three Months Ended August 31,

(in millions) Revenues Operating

expenses Selling

administrative Depreciation

amortization Operating

income (loss)

North America (a) $ 5,348 $ 2,935 $ 436 $ 461 $ 1,515

Europe 2,551 1,301 244 196 810

Cruise Support 74 52 94 53 ( 125 )

Tour and Other 179 97 4 7 71

$ 8,153 $ 4,385 $ 779 $ 717 $ 2,271

North America (a) $ 5,322 $ 3,000 $ 455 $ 424 $ 1,442

Europe 2,331 1,166 223 173 770

Cruise Support 62 37 81 48 ( 104 )

Tour and Other 181 100 5 6 70

$ 7,896 $ 4,303 $ 763 $ 651 $ 2,178

Nine Months Ended August 31,

(in millions) Revenues Operating

expenses Selling

administrative Depreciation

amortization Operating

income (loss)

North America (a) $ 13,469 $ 7,971 $ 1,430 $ 1,345 $ 2,723

Europe 6,392 3,779 743 552 1,318

Cruise Support 219 143 257 148 ( 328 )

Tour and Other 212 144 13 19 36

$ 20,292 $ 12,037 $ 2,442 $ 2,064 $ 3,748

North America (a) $ 12,880 $ 7,983 $ 1,421 $ 1,237 $ 2,239

Our CODM uses adjusted operating income (loss) in assessing segment performance and determining how to allocate resources.

This metric is used to review segment operating trends and monitor variances against the plan and prior year results.

Resource allocation primarily occurs during the annual capital appropriation process.

The below tables include our calculation of adjusted operating income (loss), our significant segment expenses, and a reconciliation of adjusted operating income (loss) to income (loss) before income taxes:

Three months ended February 28, 2026

(in millions) North America Europe Cruise Support Tour and Other Total

Total Revenues $ 4,019 $ 2,069 $ 77 $ 0 $ 6,165

Cruise and tour operating expenses:

Commissions, transportation and other 468 442 ( 38 ) (c) —

Onboard and other 465 133 20 —

Payroll and related 375 268 41 —

Fuel 270 127 1 —

Food 268 113 1 —

Other operating (a) 606 339 28 13

Total cruise and tour operating expenses 2,452 1,421 53 13 3,939

Adjusted selling and administrative expense (b) 537 283 83 5 907

Depreciation and amortization expense 460 194 34 7 696

Adjusted Operating Income (Loss) 569 170 ( 92 ) ( 24 ) 623

Restructuring expenses 0

Interest income 12

Interest expense, net of capitalized interest ( 291 )

Other income (expense), net ( 47 )

Income (Loss) Before Income Taxes $ 280

Capital Expenditures $ 264 $ 172 $ 113 $ 17 $ 566

(a) Represents other operating expenses, which include port costs that do not vary with guest head counts;

repairs and maintenance, including minor improvements and dry-dock expenses;

entertainment;

freight and logistics;

insurance premiums;

tour and other expense for our hotel and transportation operations and all other ship operating expenses.

(b) Excludes certain other gains and losses that are not part of our core operating business.

(c) Includes intercompany port fees, taxes and charges to our cruise segments related to our port destinations and exclusive islands, which eliminate in consolidation.

Three months ended February 28, 2025

(in millions) North America Europe Cruise Support Tour and Other Total

Total Revenues $ 3,906 $ 1,830 $ 72 $ 2 $ 5,810

Cruise and tour operating expenses:

Commissions, transportation and other 457 419 ( 26 ) (c) —

Onboard and other 473 114 12 —

Payroll and related 359 247 33 —

Fuel 319 146 0 —

Food 257 97 0 —

Other operating (a) 571 247 25 15

Total cruise and tour operating expenses 2,436 1,270 45 15 3,766

Adjusted selling and administrative expense (b) 520 250 72 4 847

Depreciation and amortization expense 434 169 45 6 654

Adjusted Operating Income (Loss) 516 140 ( 91 ) ( 22 ) 543

Restructuring expenses 0

Interest income 7

Interest expense, net of capitalized interest ( 377 )

Debt extinguishment and modification costs ( 252 )

Other income (expense), net 12

Income (Loss) Before Income Taxes $ ( 68 )

Capital Expenditures $ 291 $ 120 $ 182 $ 15 $ 607

(a) Represents other operating expenses, which include port costs that do not vary with guest head counts;

repairs and maintenance, including minor improvements and dry-dock expenses;

entertainment;

freight and logistics;

insurance premiums;

tour and other expenses for our hotel and transportation operations and all other ship operating expenses

(b) Excludes restructuring expenses

(c) Includes intercompany port fees, taxes and charges to our cruise segments related to our port destinations and exclusive islands, which eliminate in consolidation.

Total assets were as follows:

(in millions) February 28, 2026 November 30, 2025

North America $ 31,304 $ 31,400

Europe 16,406 16,030

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$ 51,567 $ 51,687

(a) In 2025, we renamed the North America and Australia segment to the North America segment.

Revenue by geographic areas, which are based on where our guests are sourced, were as follows:

Three Months Ended

Nine Months Ended

(in millions) 2025 2024 2025 2024

North America $ 5,000 $ 4,975 $ 12,242 $ 11,638

Europe 2,609 2,406 6,200 5,605

Australia 313 288 1,048 1,069

Other 231 226 801 771

$ 8,153 $ 7,896 $ 20,292 $ 19,083

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Substantially all of our long-lived assets consist of our ships and move between geographic areas.

NOTE 7 – Earnings Per Share

Three Months Ended

Nine Months Ended

(in millions, except per share data) 2026 2025

Net income $ 1,852 $ 1,735 $ 2,338 $ 1,613

Net income (loss) attributable to Carnival Corporation & plc $ 258 $ ( 78 )

Interest expense on dilutive Convertible Notes 0 —

Net income for diluted earnings per share $ 1,870 $ 1,760 $ 2,391 $ 1,686

Net income (loss) attributable to Carnival Corporation & plc for diluted earnings per share $ 259 $ ( 78 )

Weighted-average shares outstanding 1,379 1,309

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Diluted earnings per share $ 0.19 $ ( 0.06 )

Antidilutive shares excluded from diluted earnings per share computations were as follows:

Three Months Ended

(in millions) 2026 2025

Equity awards — 7

Convertible Notes — 84

Total antidilutive shares — 92

NOTE 8 – Supplemental Cash Flow Information

(in millions) August 31, 2025 November 30, 2024

(in millions) February 28, 2026 November 30, 2025

Cash and cash equivalents (Consolidated Balance Sheets) $ 1,424 $ 1,928

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of Cash Flows) $ 1,457 $ 1,958

In June 2025, emission allowances and obligations of $ 46 million were surrendered and derecognized based on the first-in, first out method, and were non-cash activities.

NOTE 9 – Property and Equipment

During 2025, we completed the sales of one North America segment ship and one Europe segment ship, which represents a passenger-capacity reduction of 460 berths for our North America segment and 2,700 berths for our Europe segment.

We will continue to operate the North America segment ship through May 2026 and the Europe segment ship through September 2026 under bareboat charter agreements.

NOTE 10 – Equity Method Investments

In June 2025, we sold one-third of our interest in Grand Bahama Shipyard Ltd.

and Floating Docks S.

The sale did not have a material impact on our consolidated financial statements.

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NOTE 9 – Shareholders’ Equity

In December 2025 we declared a cash dividend of $ 0.15 per share, which was paid in February 2026.

Share Repurchase Program

In March 2026, the Boards of Directors approved a share repurchase program of up to $ 2.5 billion of the company’s shares.

The timing, volume and structure of any share repurchases will be subject to market and general economic conditions, the prevailing share price(s), applicable legal requirements and the receipt of any required shareholder authority for Carnival plc.

Due to legal requirements associated with the current open voting period for the unification of the dual listed company structure, the program will commence following the meetings of shareholders expected to be held on April 17, 2026 and does not have an expiration date.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements